Issuance of Membership Units. The Company shall issue 1,000 membership units to the Member. The Company shall be authorized to issue a Certificate of Membership reflective of the Membership Interest. No other Membership Interest or units thereof shall be issued without the prior written consent of the Member.
Issuance of Membership Units. ADMISSION OF NEW MEMBERS.
Issuance of Membership Units. Admission of New Members.
Issuance of Membership Units. (a) As consideration for the assignment, transfer and delivery of the Contribution Shares pursuant to Section 3, Holdings will issue a total of three (3) Class II Units of Holdings, having the terms, conditions, rights and obligations set forth in the LLC Agreement (as defined below) (the “Class II Units”) to the Stockholders. Such three (3) Class II Units shall be issued in the name of the respective Stockholders in amounts to be mutually agreed upon by Holdings and the Stockholders prior to the acceptance of shares of Company Common Stock for payment pursuant to the Offer as contemplated by the Merger Agreement. The Stockholders hereby acknowledge and agree that receipt of the Class II Units shall constitute complete satisfaction of all obligations or any other sums due to the Stockholders with respect to the Contribution Shares.
Issuance of Membership Units. In consideration for the Purchasers Initial Contribution and the Purchasers willingness to enter into the Operating Agreement, upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue to the Purchaser, upon receipt of each contribution installment, an amount of Membership Units equal to a % Voting Ratio.
Issuance of Membership Units. The managers will determine when and for what consideration the Company will issue membership units. For each member, the required records state the value and nature of the contribution received by the Company and the number of membership units received in return by the member. No member has the right to make additional contributions or obtain additional units, and each member specifically waives any preemptive rights.
Issuance of Membership Units. As consideration for Alteon entering into this Agreement and offering the services of its employees and consultants, the Company has agreed to issue and transfer 154,412 membership interest units to Alteon, pursuant to the Membership Unit Subscription Purchase Agreement dated the date hereof between Alteon and the Company. Such units being issued to Alteon represent fifteen percent (15%) of the issued and outstanding securities of the Company as of the date of this Agreement. Such units will confer on Alteon the same rights and preferences with respect to such units as those enjoyed by the founding unitholders of the Company. The units shall vest ratably upon the occurrence of each of three vesting events, the First Vesting Event, the Second Vesting Event and the Third Vesting Event.
Issuance of Membership Units. (a) On or prior to the date of this Agreement, the Company shall have issued to the Series A Members (or their predecessors in interest) the number of Series A Membership Units (as defined in Section 3.02(c)), and to the Series B Member the number of Series B Membership Units (as defined in Section 3.02(c)), set forth opposite each such Member’s name on Schedule 3.02 in respect of each such Member’s Membership Units and each such Member shall have obtained all other rights provided to such Member pursuant to this Agreement. Schedule 3.02 shall set forth (and shall be amended by the Board of Representatives accordingly to reflect any changes to) each Member’s name, business address and U.S. federal employer identification number, the number and series of Membership Units (as defined in Section 3.02(c)) owned by such Member, the Capital Account (as defined in Section 6.04(a)) of such Member, as of the date hereof and after giving effect to the distributions contemplated by Section 7.01, and the percentage interest which such Membership Units represent; provided that, as of the date hereof, the Capital Accounts reflected on Schedule 3.02 do not reflect any adjustment to the Alloy Interests Contribution (as defined in the Purchase Agreement) pursuant to Section 2.3 of the Purchase Agreement and the Company shall make appropriate adjustments to the Capital Accounts to account for such adjustments upon the final determination thereof in accordance with Section 2.3 of the Purchase Agreement.
Issuance of Membership Units. Except as provided in Section 6.03, as evidence of any Capital Contribution by a Member that is not pro rata based on the number of Membership Units held by such Member relative to the number of Membership Units held by all Members, the Company shall issue Membership Units. The Membership Units shall be issued at fair market value as determined by the Board of Representatives in its reasonable, good faith judgment. In the event Membership Units are issued to a Member after the date of this Agreement, Schedule 3.02 will be amended to reflect such issuance.
Issuance of Membership Units. Without the consent of all of the Members, the Company shall not authorize the issuance of, or otherwise issue, any additional Membership Units (other than the issuances on the Closing Date expressly contemplated by 9(a) hereof).
